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The Trademark License Agremeent is an agreement between Bethesda Softworks and Interplay Entertainment regarding the development of a Fallout MMOG. Its alleged breaches are now the subject of lawsuits between the two companies. See: Bethesda Softworks LLC v. Interplay Entertainment Corporation.

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Text of the agreement

Transcript

TRADEMARK LICENSE AGREEMENT

         THIS TRADEMARK LICENSE AGREEMENT (this "AGREEMENT") is made and entered
into as of April 4, 2007 (the "EFFECTIVE DATE") by and between (i) BETHESDA
SOFTWORKS LLC, a Delaware limited liability company, wholly owned by ZeniMax
Media Inc., a Delaware corporation, having its principal place of business
located at 1370 Piccard Drive, Suite 120, Rockville, MD 20850 ("BETHESDA") and
(ii) INTERPLAY ENTERTAINMENT CORP., a Delaware corporation having its principal
place of business located at 100 North Crescent Drive, Suite 324, Beverly Hills,
CA 90210 ("INTERPLAY"). Bethesda and Interplay are collectively referred to
herein as the "PARTIES" or individually as a "PARTY".

                                    RECITALS

         A. Bethesda acquired all right, title and interest in the FALLOUT
trademarks specified in Schedule l hereto (collectively the "LICENSED MARKS")
from Interplay under an Asset Purchase Agreement between Bethesda and Interplay,
dated as of April 4, 2007 ("APA").

         B. Interplay wishes to use the Licensed Marks solely in connection with
the development and implementation of a Massively Multiplayer Online Game (as
defined below).

         C. Bethesda, as the owner of the Licensed Marks, is willing to grant
Interplay a license strictly limited in duration and scope to use the Licensed
Marks in compliance with the terms and conditions of this Agreement.

         NOW THEREFORE, in consideration of the foregoing and the promises and
mutual covenants of the parties, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, agree as follows:

         1.0 DEFINITION.

         The term "MMOG" means a Massively Multiplayer Online Game that is a
type of computer video game for large communal use that (i) is only played and
accessed via the Internet and is not playable off-line in any manner whatsoever,
(ii) is only functional as an MMOG and does not work as a single player game or
as a game with 100 or fewer players, (iii) enables at least 1,000 players to
interact simultaneously in the game world online and remains live 24 hours a
day/7 days a week, (iv) requires all players to pay a monthly subscription
service fee or some similar ongoing method for billing players for participation
in the game world online for the express purpose of obtaining and continuing
on-line access to the game's core experience (except during any applicable user
trial period), (v) contains content that is maintained only on dedicated servers
by the offeror of the MMOG; and (vi) is not played on online game services of
console manufacturers (such as Xbox Live from Microsoft).

         2.0 LICENSE.

                  2.1 GRANT OF LICENSE. Subject to the terms and conditions set
forth in this Agreement, Bethesda grants to Interplay an exclusive,
non-transferable license and right to use


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the Licensed Marks on and in connection with Interplay's FALLOUT-branded MMOG
(the "FALLOUT MMOG" or "LICENSED PRODUCT") and for no other purpose. The
conditional license herein does not grant Interplay any right to sublicense any
of the licensed rights without Bethesda's prior written approval.

                  2.2 TERRITORY. Worldwide. Interplay agrees to comply with all
applicable laws and regulations pertaining to the use and designation of
trademarks in the territory, and to refrain from any action that may or would
adversely affect the right of Bethesda to the FALLOUT trademarks.

                  2.3 MMOG DEVELOPMENT. To retain its license rights under this
Agreement, Interplay agrees that (i) full-scale development of its FALLOUT MMOG
will commence within twenty-four (24) months of the Effective Date of this
Agreement (such commencement date defined herein as the "MMOG DEVELOPMENT
COMMENCEMENT DATE") and (ii) by the MMOG Development Commencement Date,
Interplay will have secured financing for the FALLOUT MMOG in an amount no less
than US$30,000,000.00 ("MINIMUM Financing"). In the event that within this
24-month period Interplay has failed to commence full-scale development of its
FALLOUT MMOG or has failed to secure the Minimum Financing, Interplay will
immediately lose and permanently forfeit its license rights under this Agreement
and the license rights automatically shall end, be void and otherwise terminate
on the anniversary date of the second year after the Effective Date and this
Agreement shall no longer remain in effect.

                  2.4 MMOG COMMERCIAL LAUNCH. In the event that within the first
24 months after the Effective Date Interplay has commenced full-scale
development of its FALLOUT MMOG and has secured the Minimum Financing, to retain
its license rights under this Agreement Interplay must, in addition,
Commercially Launch (as defined below) the FALLOUT MMOG within four (4) years of
the MMOG Development Commencement Date. In the event that within the first 24
months after the Effective Date Interplay has commenced full-scale development
of its FALLOUT MMOG and has secured the Minimum Financing but has failed to
Commercially Launch the FALLOUT MMOG within the first 4 years after the MMOG
Development Commencement Date, Interplay will immediately lose and permanently
forfeit its license rights under this Agreement and the license rights
automatically shall end, be void and otherwise terminate on the anniversary date
of the fourth year after the MMOG Development Commencement Date and this
Agreement shall no longer remain in effect; PROVIDED, HOWEVER, that if at the
expiration of such 4-year period, Interplay has failed to Commercially Launch
the FALLOUT MMOG but is actively engaged in development efforts of such MMOG and
certifies to Bethesda in writing its good faith belief that it will Commercially
Launch the FALLOUT MMOG within 12 months after the conclusion of such 4-year
period, then the period for Commercial Launch shall be extended by one (1) year.
If Interplay has failed to Commercially Launch the FALLOUT MMOG by the
expiration of such extended period, Interplay shall immediately lose and
permanently forfeit its license rights under this Agreement and the license
rights automatically shall end, be void and otherwise terminate on the
anniversary date of the fifth year after the MMOG Development Commencement Date
and this Agreement shall no longer be in effect. Bethesda agrees to negotiate in
good faith whether or not to grant any further extension beyond five years after
the MMOG Development Commencement Date. "COMMERCIALLY LAUNCH" means that
Interplay has offered its FALLOUT MMOG for sale to the public in major markets
in North America and Europe and that such FALLOUT MMOG has and continues to
maintain a minimum of 10,000 paying subscribers.


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                  2.5 CONTINUING COMMERCIAL AVAILABILITY. If at any time after
the Commercial Launch of its FALLOUT MMOG, Interplay fails to operate and keep
its FALLOUT MMOG commercially available for any consecutive three (3) month
period, Interplay will immediately lose and permanently forfeit its license
rights under this Agreement and the license rights automatically shall end, be
void and otherwise terminate upon the expiration of such three month period and
this Agreement shall no longer remain in effect.

                  2.6 RESERVATION OF RIGHTS. Any and all rights not explicitly
granted to Interplay hereunder are reserved by Bethesda.

         3.0 OWNERSHIP.

                  3.1 SOLE OWNER. Interplay acknowledges and agrees that, as
between the parties, Bethesda is the sole and exclusive owner of the Licensed
Marks. Bethesda may, in its sole discretion, maintain or discontinue the
maintenance of any applications and registrations for the Marks or seek
registration for any Licensed Mark at any time.

                  3.2 NO ASSIGNMENT. Nothing contained in this Agreement shall
be construed as an assignment to Interplay of any right, title, or interest in
or to the Licensed Marks. Interplay recognizes and acknowledges that the
Licensed Marks and all rights therein and goodwill pertaining thereto solely and
exclusively belong to Bethesda and that all uses of the Licensed Marks by
Interplay shall inure to the benefit of Bethesda. Interplay shall not directly
or indirectly attack or impair the title of Bethesda to the Licensed Marks, the
validity of this Agreement, or any of Bethesda's registrations or applications
relating to any Licensed Mark in any jurisdiction. Interplay agrees it shall not
file any state, federal, or foreign applications to register any of the Licensed
Marks, in whole or in part, or any name or mark confusingly similar thereto in
any jurisdiction.

                  3.3 FURTHER ASSISTANCE. Interplay shall, upon request of
Bethesda, execute any documents that may be deemed necessary or desirable by
Bethesda to use the Licensed Marks in conformity with any nation's laws,
including whatever documents that may be necessary to record Interplay as a user
or licensee of the Licensed Marks anywhere in the world.

                  3.4 INTERPLAY-DERIVED MMOG ELEMENTS. In the event this
Agreement terminates prior to the Commercial Launch of the FALLOUT MMOG,
Bethesda agrees that nothing in this Agreement limits or is intended to limit
the rights of Interplay to use in a non-FALLOUT MMOG, INTER ALIA, any or all
locations, graphic representations, creatures, monsters, names, likenesses,
behaviors, religions, deities, environments, legends, fairy tales, stories,
universes, character classes or character professions that are in the public
domain, are owned by any entity other than Bethesda and/or its affiliates and/or
licensors or otherwise are not subject to copyright or trademark protection. For
purposes of a non-FALLOUT MMOG, Interplay shall own all rights in any computer
software code (object or source code), game play software routines, game or
graphics engines, as well as any designs, likenesses, sound and visual
representations or other intellectual property rights that are created after the
Effective Date by or on behalf of Interplay and which do not include, refer or
relate to the Licensed Marks (the "INTERPLAY-DERIVED MMOG ELEMENTS"), provided,
however, that the Interplay-Derived MMOG Elements do not use, incorporate, trade
on or otherwise exploit any Fallout-related


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intellectual property created by Interplay or by Bethesda or by their respective
parents, subsidiaries, affiliates, successors or assigns, including without
limitation any Fallout artwork, locations, graphic representations, story lines,
creatures, monsters, names, likenesses, behaviors, environments (e.g., vaults),
universes, settings, legends, characters, character classes, character
professions, packaging, advertisements, text and translations, and any and all
Fallout proprietary characters, trademarks, copyrights and artwork listed in
Exhibit C-2 to the APA, it being understood and agreed by the parties that all
such property is and shall remain exclusively owned by Bethesda. Interplay shall
be free to continue to exploit the Interplay-Derived MMOG Elements or not, at
will and in its sole discretion as provided herein. Subject to the foregoing,
each party reserves and expressly does not waive any rights that either may have
to take action against the other for copyright infringement, trademark
infringement, dilution, unfair competition, false advertising and/or any related
claims in connection with the other's exercise of the rights available herein.

         4.0 USE OF LICENSED MARKS. Provided Interplay fulfills the
conditions set forth in Sections 2.3, 2.4 and 2.5 of this Agreement, Interplay
is granted the right to use the Licensed Marks but only in connection with
Interplay's FALLOUT MMOG. Interplay agrees not to use the Licensed Marks in
conjunction with or connection to any other products or marketing materials.

         5.0 QUALITY CONTROL.

                  5.1 GENERAL.

                           5.1.1 Interplay acknowledges the importance to
Bethesda of its reputation and goodwill and to the public of maintaining high,
uniform standards of quality in the Licensed Product provided under the Licensed
Marks as well as related marketing and advertising materials used in connection
with the Licensed Marks.

                           5.1.2 Interplay warrants that the Licensed Product
shall meet or exceed such quality standards as may be set by Bethesda from time
to time. Without limiting the foregoing, the Licensed Product shall be the same
quality as, or exceed in quality, the quality of the Licensed Product in
connection with which Bethesda has used the Licensed Marks after the Effective
Date.

                           5.1.3 Interplay agrees that it shall manufacture,
sell, provide, distribute, advertise, and promote the Licensed Product in
accordance with all applicable federal, state, national, territorial and local
laws, regulations, standards and industry codes. Interplay agrees to make or
obtain, at its expense, all necessary governmental approvals, filings, and/or
registrations with respect to Interplay's rights to manufacture, sell,
distribute, provide, advertise, and promote the Licensed Product.

                  5.2 FORM OF USE. Interplay shall affix or otherwise
display the Licensed Marks in conformance with Bethesda's standards and
guidelines, as such may be further developed or amended from time to time,
including any manuals that are established or approved by Bethesda, and any
other specifications as may be prescribed by Bethesda to promote and foster the
goodwill represented by the Licensed Marks. Interplay shall use the Licensed
Marks with appropriate legends as prescribed by Bethesda and shall not use any
other trademark or


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service mark (other than Interplay's INTERPLAY marks) in combination with any of
the Licensed Marks without prior written approval of Bethesda.

                  5.3 INSPECTION AND SAMPLES.

                           5.3.1 Interplay agrees to cooperate with Bethesda
in facilitating Bethesda's control and maintenance of the nature and quality of
the Licensed Product. Bethesda shall have the right to inspect, during normal
business hours and upon two (2) days prior notice, Interplay's places of
business and the Licensed Product.

                           5.3.2 Interplay shall not offer or provide any
products or services whose nature or quality does not comply with the quality
standards of Bethesda.

                           5.3.3 Interplay shall adhere to the standards and
guidelines referenced in Section 5.2 with respect to all signage, packaging,
advertising and promotional materials bearing the Licensed Marks. Interplay
shall submit to Bethesda for its prior written approval, specimens or facsimiles
of all signage, packaging, advertising and promotional materials bearing the
Licensed Marks.

                  5.4 CONTENT. Interplay agrees that the Licensed Product shall
not contain any material offensive to Bethesda, including, without limitation,
nudity and offensive language or behavior. In any event, Interplay agrees that
prior to release of the Licensed Product such final version of the Licensed
Product shall be approved by Bethesda in writing, which approval shall not be
unreasonably withheld.

                  5.5 CONFUSINGLY SIMILAR MARKS. Interplay agrees not to adopt
or use any other trademark, word, symbol, letter, design or mark that is
confusingly similar to the Licensed Mark. Interplay may use the Licensed Mark
with other marks or names sufficiently separated from the Licensed Mark and
sufficiently distinctive to avoid the consumer impression that such other marks
or their owners are associated with Bethesda.

         6.0 SERVICES TO BETHESDA. Interplay shall, at its own cost and
expense, provide certain assistance to Bethesda in its efforts to develop,
register, police and enforce Bethesda's rights in and to the Licensed Marks, and
any New Properties, and the rights granted to Interplay hereunder, as described
in this Section 6.

                  6.1 REGISTRATION. Interplay shall provide cooperation and
assistance to Bethesda in its efforts to register the Licensed Marks in the
United States and other territories. For example, and without limitation,
Interplay shall provide to Bethesda specimens and dates of first use upon
request by Bethesda.

                  6.2 ENFORCEMENT. Interplay shall regularly monitor the
marketplace to detect potentially infringing or non-conforming uses of the
Licensed Marks. Interplay shall promptly notify Bethesda of any apparent
infringement of or challenge to Interplay's use of any of the Licensed Marks, or
claim by any person of any rights in any of the Licensed Marks. Bethesda shall
have discretion to take such action as it deems appropriate and the right to
exclusively control any litigation, Patent and Trademark Office proceeding or
other proceeding arising out of any such infringement, challenge or claim.
Interplay agrees to execute any and all instruments


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and documents and to do such acts and things as, in the opinion of Bethesda's
counsel, may be reasonably necessary or advisable to protect and maintain the
interests of Bethesda in the Licensed Marks. Bethesda shall incur no liability
to Interplay by reason of Bethesda's failure or refusal to prosecute, or by
Bethesda's refusal to permit Interplay to prosecute, any alleged infringement by
third parties, nor by reason of any settlement to which Bethesda may agree.

                  6.3 POWER OF ATTORNEY. In the event Interplay fails or refuses
to execute any document or other writing required under Section 3.3, 3.4 or 6 to
fully effect the rights of Bethesda in the Licensed Marks and/or the New
Properties, Interplay hereby irrevocably appoints Bethesda as its special
attorney-in-fact, coupled with an interest, for the limited purpose and to the
extent necessary to execute, record and file any such document or writing.

         7.0 PAYMENT OF ROYALTIES. Interplay agrees to pay Bethesda a
Royalty of twelve percent (12%) of the Net Cash Receipts derived from the sale
and distribution of the FALLOUT MMOG, including sales of subscription fees or
access fees to the FALLOUT MMOG or any other revenues generated by the FALLOUT
MMOG, in the Territory during each calendar quarter following the commercial
launch of the FALLOUT MMOG. The term "Net Cash Receipts" shall mean the monies
actually collected by Interplay from the sale and distribution of the FALLOUT
MMOG or use of the FALLOUT MMOG in the Territory ("TOTAL CASH RECEIPTS") less:

         (i) Exploitation costs, including but not limited to all costs of
                  goods (materials, manufacture and assembly of any final
                  packaged goods), testing and quality assurance, platform
                  manufacture royalties, internet service fees, and sales
                  expenses;

         (ii) Marketing expenditures, including paid ads, promotions, and
                  co-ops;

         (iii) Any taxes (such as value added taxes), duties and the like on
                  the sale of the FALLOUT MMOG or access to the FALLOUT MMOG in
                  any form or manner (excluding taxes on Interplay's net
                  income);

         (iv) Allowances for trade discounts, price protections and
                     credits, rebates or returns with respect to the sale the
                     FALLOUT MMOG;

         (v) Sales commissions, similar fees, compensation and directly
                     related costs paid to third party sales representatives or
                     rack servicers;

         (vi) Insurance, packing, custom duties, shipping and procurement
                  charges;

         (vii) Promotional amounts, such as credits, cash discounts, freight
                  discounts, rebates or promotional allowances to customers; and

         (viii) Amount for returns, such as credits, refunds or allowances.

         8.0 REPORTS AND AUDIT.

                  8.1 QUARTERLY REPORTS. Interplay agrees to provide Bethesda
with a written royalty report forty-five (45) days following the end of each
calendar quarter (the "QUARTERLY REPORT") following the commercial launch of the
FALLOUT MMOG, which report shall include the following information:

         (i) Total Cash Receipts for the FALLOUT MMOG - launch to date;


         (ii) Less Deductions for the FALLOUT MMOG under section 7.0 above;

         (iii) Net Cash Receipts;

         (iv) Total launch-to-date Royalties earned;

         (v) Less any prior period Royalty payments made;


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         (vi) Royalties for the Quarter (item (iv) minus item (v)).

         (vii) Less ten percent (10%) of the Royalties for the Quarter as a
                  reserve, adjusted quarterly, for returns and cancellations;

         (viii) Net Royalties due for the Quarter.

         Simultaneous with its delivery of a Quarterly Report, Interplay shall
pay the Royalties due for the calendar quarter. In the event that Interplay does
not make payment, Interplay shall pay Bethesda one percent (1%) per month up to
a maximum of five percent (5%) of the Royalties due. Interplay shall not be
required to submit Quarterly Reports regarding the FALLOUT MMOG receipts if
there have been no sales or distribution of the FALLOUT MMOG for more than two
(2) calendar quarters.

                  8.2 AUDIT RIGHTS. Interplay agrees that an independent
accountant selected and appointed by Bethesda may, no more than twice per year
at Bethesda's cost and upon fifteen (15) business days' prior written notice to
Interplay, inspect, examine and otherwise audit ("AUDIT") the books and records
of Interplay (and any applicable subsidiary or affiliate) for the purpose of
determining the accuracy of Interplay's Quarterly Reports. Interplay shall
cooperate fully with any such Audit and promptly make available to persons
conducting the Audit all records and documents relating to sales, fees and any
other revenues of, or generated by, the MMOG, which Bethesda advises it needs to
complete the Audit in a thorough and comprehensive manner. Should the Audit
establish that Interplay's payments made to Bethesda under this Agreement should
have been five percent (5%) or more in amount, then in addition to promptly
paying the additional Royalties, plus interest computed at one and a half
percent (1.5%) per month Interplay shall pay the cost of the Audit.

         9.0 TERMINATION.

                  9.1 Bethesda shall have the right to terminate this Agreement
at any time, upon written notice to Interplay, if Interplay fails to make any
payment due hereunder, maintain the quality of the Licensed Product in
accordance with the provisions hereof, follow Bethesda's instructions regarding
the appropriate display and use of the Licensed Marks, or perform or comply with
any term, condition, or standard set forth in this Agreement, and if such
failure is not cured within thirty (30) days after Bethesda provides written
notice of such failure to Interplay.

                  9.2 Bethesda may terminate this Agreement at its option,
effective immediately upon written notice to Interplay, in the event (x) of the
reorganization, consolidation or merger of Interplay or of another entity into
Interplay, (y) of the transfer of all or substantially all of the assets of
Interplay to another entity, or (z) Interplay becomes subject to any proceedings
under any bankruptcy or insolvency law, whether domestic or foreign.

                  9.3 EFFECT OF TERMINATION.

                           9.3.1 Upon the expiration or termination of this
Agreement, except as otherwise provided herein, any monies, including royalty
payments, due and payable hereunder to Bethesda as of the date of expiration or
termination shall be paid in full.


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                           9.3.2 Within thirty (30) days after termination of
this Agreement, Interplay shall provide Bethesda with a complete schedule of all
materials bearing the Licensed Marks then on hand or in inventory (including
inventory of its subcontractors or agents) including, but not limited to, the
Licensed Product, packaging, and advertising and promotional materials. Upon
request and at Bethesda's sole discretion, Interplay promptly shall deliver to
Bethesda or dispose of at the direction of Bethesda, without charge, all
existing inventory of Licensed Product bearing the Licensed Marks within its
possession or control, all related materials bearing the Licensed Marks, and
instruments used for the purposes of affixing or displaying the Licensed Marks,
including, but not limited to, artwork, transparencies, negatives, dies, molds
and screens, for disposition by Bethesda, along with copies of all inventory
records relating thereto.

                           9.3.3 Except as otherwise permitted under this
Section 9, upon the expiration or termination of this Agreement, Interplay shall
cease to use the Licensed Marks in any manner and shall not thereafter use the
Licensed Marks, or any other trade name or trademark comprised in whole or in
part of any Licensed Mark or that is similar to any Licensed Mark.

                           9.3.4 Upon the expiration or termination of this
Agreement, Interplay shall, within ninety (90) days of the date of termination
or expiration of this Agreement wind down the operation of the FALLOUT MMOG and
terminate any and all User Agreements.

                           9.3.5 Interplay hereby acknowledges the
irreparable harm that Bethesda will incur from any unauthorized use of the
Licensed Marks. Interplay expressly agrees that, notwithstanding any termination
or expiration of this Agreement, Bethesda, in addition to all other remedies,
shall be entitled to seek temporary, preliminary and permanent injunctive relief
to prohibit the unlawful or unauthorized use of the Licensed Marks.

                           9.3.6 Upon the expiration or termination of this
Agreement or upon the losing, forfeiting, ceasing, voiding, or otherwise
terminating of this Agreement or any part of this Agreement and notwithstanding
anything to the contrary herein or in any other agreement between the parties,
the provisions of Section 3.4 of this Agreement shall survive and remain in full
force and effect.

         10.0 INDEMNIFICATION. Interplay agrees to indemnify Bethesda and
its affiliates, parent and their respective directors, officers, agents and
employees and to hold each of them harmless in all respects, including
attorneys' fees, from and against any claims, demands, suits or causes of action
and resulting settlements, awards or judgments arising out of any act or alleged
activity of Interplay in connection with this Agreement including any defects or
alleged defects in the Licensed Product. This indemnity shall survive the
termination of this Agreement.

         11.0 SUCCESSORS AND ASSIGNS. Interplay may not assign its rights or
delegate its duties under this Agreement without the prior written consent of
Bethesda. Bethesda has the unrestricted right to assign its rights or delegate
its duties under this Agreement to any person or entity. This Agreement will be
binding on, inure to the benefit of and be enforceable against the parties and
their respective permitted successors and assigns.


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         12.0 NOTICES. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and delivered by
overnight courier to the addresses set forth below or to such other addresses
specified by the parties:

         To Bethesda: Vlatko Andonov
                           President
                           Bethesda Softworks LLC
                           1370 Piccard Drive, Suite 120
                           Rockville, MD 20850
                           Tel: 301 926 8300; Fax: 301 926 8010

                           with a copy to:
                           J. Griffin Lesher
                           Executive Vice President-Legal
                           ZeniMax Media Inc.
                           1370 Piccard Drive, Suite 120
                           Rockville, MD 20850
                           Tel: 301 963 2000; Fax: 301 990 7025

         To Interplay: Herve Caen
                           Chief Executive Officer
                           Interplay Entertainment Corp.
                           100 North Crescent Drive, Suite 324
                           Beverly Hills, CA 90210
                           Tel: 310 432 1955; Fax: 310 432 1959

         13.0 GOVERNING LAWS. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to its choice of law rules. Each of Bethesda and Interplay agrees that the sole
and exclusive jurisdiction and venue of any action or litigation arising from or
relating to this Agreement shall be the courts located in the State of Maryland.

         14.0 ALL AMENDMENTS IN WRITING. No supplement, modification, or
amendment of this Agreement shall be binding, unless executed in writing by a
duly authorized representative of each party to this Agreement.

         15.0 NO WAIVER. A failure of any party to exercise any right
provided for herein shall not be deemed to be a waiver of any right hereunder.

         16.0 ENTIRE AGREEMENT. The parties have read this Agreement and
agree to be bound by its terms, and further agree that it constitutes the
complete and entire agreement of the parties and supersedes all and merges all
previous communications, oral or written, and all other communications among
them relating to the subject matter hereof. No representations or statements of
any kind made by any party that are not expressly stated herein shall be binding
on such party. Any modifications or amendments to this Agreement shall be
binding upon the parties only if they are made in writing and properly executed
on behalf of the respective parties.


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         17.0 SEVERABILITY. In the event that any provision of this
Agreement is held invalid by a court with jurisdiction over the parties, such
provision shall be deemed to be restated to be enforceable, in a manner which
reflects, as nearly as possible, the original intentions of the parties in
accordance with applicable law. The remainder of this Agreement shall remain in
full force and effect.

         18.0 EXECUTION AND EFFECTIVE DATE. This Agreement may be signed
using one or more counterparts, each of which when signed shall be deemed to be
an original and all of which when taken together shall constitute one and the
same instrument. This Agreement shall be enforceable upon the exchange of
facsimile signatures and shall be effective on the date of the last signature,
which shall also be the Effective Date first written above.

         IN WITNESS WHEREOF, intending to be legally bound, the parties have
caused this Agreement to be executed by their authorized representatives.

Bethesda Softworks LLC Interplay Entertainment Corp.

By: /s/ Vlatko Andonov By: /s/ Herve Caen
    --------------------------- --------------------------
Name: Vlatko Andonov Name: Herve Caen
Title: President Title: Chief Executive Officer

Date: Date:
      ------------------------- ------------------------


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                                   SCHEDULE 1

                         LISTING OF LICENSED TRADEMARKS

                                     FALLOUT






                                 Page 11 of 11

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